“Strategy without tactics is the slowest route to victory. Tactics without strategy is the noise before defeat.” The words, attributed to Sun Tzu, take on particular weight at the deal table. A merger is not the purchase of a commodity. It is the fusion of organisms—people, processes, obligations, cultures. And like any operation on a living organism, it demands both the surgeon’s vision and the surgeon’s precision.
Why M&A Transactions Fail
Peter Drucker spent decades observing how corporations grow, combine, and collapse. His conclusion was unsparing: “Most acquisitions fail because the acquirer falls in love with the idea of the deal instead of confronting its reality.”
More than half of all mergers and acquisitions fail to deliver the promised synergies. The reasons are prosaic. Not errors in the financial models. Not collusion by competitors. Simply: underestimation of the complexity of integration. Overlooked legal and tax risks. The collision of organizational cultures that looked compatible on paper.
Warren Buffett put it more bluntly: “When a management with a reputation for brilliance tackles a business with a reputation for bad economics, it is the reputation of the business that remains intact.” An acquisition of an entity burdened by hidden liabilities, toxic contracts, or tax risk is precisely such a business—only you discover it after the documents are signed.
Due Diligence as Intellectual Discipline
Andy Grove, the legendary CEO of Intel, formulated the rule: “Success breeds complacency. Complacency breeds failure. Only the paranoid survive.”
In M&A transactions, paranoia is a virtue. Legal due diligence is not a document review—it is the systematic search for reasons the deal might be a mistake. Hidden liabilities. Disputes that have not yet erupted. Change-of-control clauses in key contracts. Tax structures that looked lawful in the year they were created but now attract the interest of Polish tax authorities.
Charlie Munger, Buffett’s longtime partner, is fond of saying: “Invert, always invert.” Instead of asking “Why is this acquisition good?” ask “What would have to happen for it to be a catastrophe?” If the answers to that question are not frightening, the deal may make sense.
Mergers and Acquisitions in Poland — Transaction Structure
Alfred Chandler, the business historian, argued that structure follows strategy—that the way an enterprise is organized derives from the goals it seeks to achieve. In M&A, this relationship is inverted: the structure of the deal determines its legal and tax consequences for years to come.
Share deal or asset deal? What happens to licenses and permits under Polish law? How do you protect creditors—and how do you protect the buyer from creditors he did not know about? What tax consequences will the chosen path trigger? These are not legal questions asked after the fact. They are strategic questions that should shape the transaction from day one.
Polish M&A transactions must navigate the Commercial Companies Code (Kodeks spółek handlowych), merger control clearance from UOKiK (the Polish competition authority), and—for regulated industries—sector-specific approvals. Cross-border deals involving Polish targets add another layer: coordination with EU directives on cross-border mergers and the practical realities of Polish court registration procedures.
Jack Welch, for two decades the CEO of General Electric, maintained that “strategy is simply resource allocation.” In mergers and acquisitions, the resource is not only capital—it is also time, management attention, capacity to integrate. A poorly structured deal consumes these resources long after the closing.
Time and Tempo
George Soros, reflecting on his investment philosophy, said: “It’s not whether you’re right or wrong that’s important. It’s how much you make when you’re right and how much you lose when you’re wrong.”
In M&A, time works similarly. Protracted negotiations erode value: management loses focus, competitors react, employees leave amid uncertainty. But haste is equally dangerous: closing a transaction before the risks have been properly identified is buying a pig in a poke—only for millions.
An experienced M&A lawyer understands this tension. He knows when to accelerate—and when to tell the client that it is better to walk away. Sometimes the best deal is the one that never closed.
After the Signing
Ray Dalio, the founder of Bridgewater, argues that “pain plus reflection equals progress.” The period after closing is often a time of pain: integration of systems, harmonization of procedures, the inevitable conflicts among people who yesterday worked in separate organizations.
But it is also the moment when all the shortcomings of the due diligence process reveal themselves. Liabilities that should have been discovered. Risks that should have been priced and allocated in the acquisition agreement. Indemnification clauses that were never included.
A good transaction is one in which, the day after closing, both sides know exactly what they agreed to. A bad deal is one in which the real negotiations begin only after the contract is signed.
Mergers and Acquisitions in Poland — Our Advisory Services
Since 2006, we have advised on M&A transactions involving Polish companies—from initial strategic analysis, through legal and tax due diligence, to negotiation of documentation and post-acquisition integration support. We know that every deal is different: different objectives, different structures, different risks.
Our experience spans:
- Domestic Polish transactions — acquisitions of Polish targets by Polish buyers, subject to the Commercial Companies Code and Polish tax law
- Inbound M&A — foreign investors acquiring Polish companies, requiring coordination of Polish legal requirements with home-country considerations
- Outbound transactions — Polish companies expanding through acquisitions abroad, with Polish holding structure optimization
- Carve-outs and spin-offs — separating business lines under Polish demerger procedures
We do not promise that every transaction will succeed—that depends on factors beyond our control. We promise that our client will enter the process with full awareness of what he is buying, what he is risking, and what options he has if reality turns out differently than expected.
Further reading: Corporate Restructuring in Poland | Company Divisions: The Art of Strategic Disintegration |
